IT'S HERE! THE STORY OF THE BATTLES OF AGES!...well maybe not of the ages. But fellow FanFic readers & writers, this begins the saga of just how well Carol Danvers can handle the various enemies of our favorite Web-Slinger, Spiderman; as a bonus, you get Carol/Peter moments. She will face the likes of Rhino, Chameleon, Shocker, Doc Ock, and all the rest!

Now, let the beatdowns begin! First up, everyone's favorite pseudo-vampire! Enjoy!

Chapter 1: Morbius the Living Vampire

Flying through the skies of New York at near supersonic speed was what she was used to. Fighting giant monsters and world threatening supervillians was what she was used to. Fighting street level crime…that was something she was just learning to transition herself into, courtesy of Peter's recent lessons.

Taking on vampires…that was something she had never done before.

Carol continued her slowed flight through Manhattan, keeping close to the streets to ensure that she didn't have any chances of being eluded by her prey. Being it was still night time, she was worried that the chances of finding him were now slimmer than before. He preferred the darkness, though he could still operate in daylight.

"Stop, Carol," she scolded herself, continuing onwards, thoroughly scanning the skies and buildings and streets for her target. "You'll find him; you're going to find him. Those scientists are counting on you. Peter is counting on you." That last thought got her heart beating a bit faster, her will hardening a bit more as she resolved herself to not except failure.

From the get-go, Peter had been against having Morbius as a member of Horizon Labs' staff, and as Spiderman had also made it clear that this was a very bad idea. He believed it was only a matter of time, despite how Morbius fervently claimed he was in control of his vampiric-like instincts, until Morbius lost control and decided to take a drink out of someone's throat. And tonight, as Carol came over to the labs in her civilian identity to visit Peter, Morbius had lost control.

He took a bite out of one of the interns and suddenly all hell broke loose. Security tried to restrain the man-turned-vampire, but he merely shrugged them off. Peter, trying not to expose his identity as Spiderman, tackled him, but Morbius mere grabbed him and sank his fangs into his neck.

"PETER!"

Carol rarely ever experienced fear before that moment, but her whole world seemed like it was going to end in that instant.

Flinging him aside, Morbius crashed through a window and flew off into the night. Max Modell immediately rushed over to the intern's side. "Emilio, kid, c'mon don't die on us!" he had yelled. It wasn't long until the teenager began convulsing. Peter immediately knew what this meant.

"He's turning, guys-get back!" Grabbing Emilio, Peter-followed by Max, Carol and the others- rushed into one of the labs and set him on one of the metal tables. "Ok, we don't have a lot of time. Morbius' bites usually only kill or badly injure, but it has turned one victim in the past! I can try to reverse the process and neutralize the pseudo-vampirism, but I'll need help and time!"

"How can you do that, Parker?" Modell had asked.

"Spiderman knows me from my time at the Bugle," he had replied. "He entrusted me with a way to counter this if it ever happened again. He gave me notes on how to make an antidote-"

"But you got bit too, Peter! What about you?" one of the scientists asked.

"I'll be fine; I haven't had the symptoms as Emilio did. Then I could worry. Ok, guys, get started, I'll get the other materials." As the other scientists began working through Peter's notes, Peter pulled Carol to the side. "Carol-"

"Peter, you're scaring me, and you never scare me," Carol interrupted. "How do I know you're not going to change into a monster like Morbius?"

"Irradiated spider blood, remember," Peter said with a small smile. "Work on everything; now listen carefully. I can make an antidote by synthesizing some of my blood, but Carol, I need some of Morbius' blood to finalize the compound or it won't work and Emilio will turn. I need you to go out there and get a sample." He gave her an empty syringe. "Oh, and beating him senseless and giving him over to the cops or SHIELD wouldn't be a bad thing, either," he added with a smirk.

Carol had still remained doubtful. So Peter did the sensible thing any guy would do to calm his girlfriend and gave her a hug and a loving kiss. "You won't lose me Carol, but if you don't act fast we'll lose the kid. Go."

"How do I find him?"

"I usually follow the screams, but that's just an idea."

That was what Carol, in full Ms. Marvel attire, was doing right now. About 10 minutes had pasted since she left Horizon Labs. Time was running out.

Then she heard them; the screams. Peter was right, she thought with a small smile as she zoomed towards the sounds. She gasped at the scene before her: people were running rampant away from the battle between Morbius and heavily armored SWAT units. The man's mouth was running red with blood and Carol could see why-near a crushed cop car was the dead body of an officer, his throat ripped out. At the sight, her blood began to run hot and she prepared to engage her target.

"MORBIUS!"

The SWAT units, recognizing the Avenger's voice, immediately began to back away as Morbius looked upwards to see who had called him out. As he saw Ms. Marvel, she was slightly fazed to see the feral look on his face, but quickly refocused.

"Morbius, you're under arrest attacking an intern at Horizon Labs, public property damage and the death of an officer," Carol said in a firm commanding tone, courtesy of her time in the air force. "Stand down and surrender. It would be foolish to resist."

"Can't-resist…must feed!" Morbius yelled, grabbing his head with his hand and shaking. "The hunger! I NEED BLOOD!" Suddenly he made a mad dash to the civilians who were foolish enough to think that Ms. Marvel's presence made it safe to stand nearby and watch, a hungry look in his eyes. "NNAAAAARRRGHH!"

"Always the hard way," Ms. Marvel sighed as she slammed her powerful leg downward into Morbius' back, crashing him into the street pavement. Picking him up, she noticed that his arm was broken, possibly from the impact. Pulling out the syringe, she said, "Sorry about the arm, Morbius, but I said it'd be a bad idea to resist. Now stay still, and soon I'll take you to-"

"SCREEEEEECCCHH!"

With a powerful blow, the syringe was knocked out of Carol's hand; Carol herself was then flung into a nearby taxi. The impact didn't faze or hurt her-she once survived a nuke, after all-but it did catch her by surprise. What gave her even more of a shock was when she looked back at Morbius. Gone was whatever intellect & humanity he had struggled to retain in his mad feeding frenzy; before her stood a crazed and mindless creature, completely feral and animalistic. And it charged right at her, landing a powerful punch to her face.

"What the hell," she screamed out loud as she flew upwards to get away before Morbius landed another hit. She was actually seeing some stars. "You weren't that strong a minute ago! What the hell-" She didn't finish her sentence as Morbius flew up at her and tackled her, forcing her into one of the buildings. Immediately, he left her, now heading once more towards the-now screaming in utter terror-civilians.

"Morbius, stop!" Ms. Marvel yelled as she fired her photon blasts at the Living Vampire, knocking him into the ground. Racing down, she grabbed him in a headlock, carefully avoiding the sharp fangs in his mouth. "What the fuck's wrong with you?!" Her only response was his vicious snarls and roars.

Carol suddenly felt her phone ringing and momentarily loosened her hold on Morbius ever so slightly. It was enough for him to break out of her grip and deliver a punch to the face, with a follow-up to the gut. As she fell to the ground, Morbius tried to pounce on her. Using her right arm, she held him at bay as she answered her phone with the other, trying to drown out the snarling.

"Peter? This isn't a good time!"

"Did you get the blood?"

"I was about to when he went all Wolverine-frenzy crazy on me! One minute he was kind of sane, trying but failing to hold his urges in; next minute, he's a monster-well more of a monster!"

"That's happened a few times. Did he break any bones or anything?"

"WHAT DOES THAT HAVE TO DO-"

"YES OR NO, CAROL?!"

"Fine, yes he broke his arm," Carol replied as she looked at Morbius' arm, only to gasp in shock when she realized it was now perfectly fine. "Well, it was broken five minutes ago!"

"Yeah, probably should've mentioned that-sometimes when he gets an injury that bad, his body may heal it faster than it usually does, but it costs him energy and that makes him the freaky snarly thing that's in front of you," Peter said sheepishly.

"Great-how do I snap him out of it?!"

"Umm, about that…he's going to need some more blood for that."

"You're kidding. Please tell me that was a horrible joke of yours."

"Nope."

"That's just great, Peter. Your job couldn't hire one of your OTHER bad guys? Electro, maybe? I could handle Electro."

"C'mon, babe, you can do it; I'm counting on you!" Peter said as he hung up. Those words gave Carol new resolve. She wasn't about to fail her boyfriend-

CHOMP!

"OWW!" Carol screamed as Morbius sang his fangs into her arm-or rather, tried to. Immediately after trying to sink his fangs into her flesh, Morbius let out a howl of pain. Looking at her arm, Carol smiled to see her skin had not been penetrated.

"Super thick skin, Morbius," she said with a smile. Shrugging off the vampire-like creature, she attacked with a series of punches to the gut. In his feral frenzy, Morbius' endurance and strength had greatly increased, but still not enough to hurt her or take her at full power, so she had to power down a bit. The monster in front of her just attacked her like an animal, slashing and biting and punching at her like crazy. Luckily, acting all feral made it all uncoordinated. Carol had years of hand-to-hand training, so she was easily able to deflect almost all his blows and hits-he managed to get lucky a few times. She had him down, ready to beat him when he suddenly lashed out with a kick to the head, stunning Carol. Immediately, Morbius flew to the bystanders-who for some reason still hadn't had the sense to leave the damn scene. Ms. Marvel quickly recovered-just in time to see Morbius grab a young woman away from her boyfriend and ready to sink his fangs into her screaming throat. Ms. Marvel suddenly zoomed in and slammed Morbius into a nearby building side.

"Sorry, Morbius; dinner's cancelled, tonight."

Immediately in retaliation, Morbius attacked her, but Carol was ready. She wasn't about to let him feed on some more blood, and quickly came up with an alternative to incapacitate her opponent. Grabbing his arms, she raced upwards into the skies, past the skyscrapers into the clouds, racing towards the atmosphere. Despite Morbius having so many qualities of true vampires like Blade did, he was not a true vampire-he was still only human.

Being human, he still needed oxygen to breath.

As Carol continued her ascent into the upper atmosphere, Morbius' struggles began to slowly weaken in resolve. Upon finally breaking the atmosphere and floating at the edge of space, he hopelessly gasped for air. Being half Kree, Carol could easily breathe in this environment where the oxygen was too little in supply for Morbius, and he eventually faded into unconsciousness.

Zooming back down to New York, Carol landed to the sounds of applause. Everyone cheered her on for stopping Morbius. Smiling, she found the syringe that had been dropped earlier and proceeded to draw out a blood sample before handing Morbius to the now arriving SHIELD agents. Carol took off towards Horizon, arriving in the lab in only five seconds. After quickly willing her uniform into her civilian identity, she went inside.

Only 30 minutes had passed since she left.

Peter looked to the door opening and seeing who it was, left the other scientists working to slow Emilio's transformation to head to her, welcoming her back with a loving embrace.

"I knew you could do it, Carol. Not much trouble?"

"I just took him into space," she replied nonchalantly, enticing a shocked look from him.

"Huh, I should look into that."

"Sure, Peter, you do that. Here's the sample," she replied as she handed him the syringe, then looked at his neck. "The wound's almost healed."

"Helps to be bit by a spider," Peter smirked. Carol responded with a soft kiss.

"I'm glad you're ok, babe; now go save that kid."

With that, Peter went off to help the intern, Carol watching him work with eyes that glowed more and more with affection.

So, what did you think? Anything I could work on, you want to ask or just want to say, leave in a review-your feedback, from all of you is greatly appreciated! :D

Now, let me get some things out of the way:

1) If there are any Spider-Man villains you want to see, don't hesitate to ask! Just tell me who you want Carol to beat down next and I will do my best to bring an awesome fight.

2) I will not just be doing solo villain battles, but teams too-meaning you'll see the Enforcers and even the Sinister 6/7/12! Hell, maybe even the SUPERIOR SIX!

3) If anyone is wondering, YES I do plan an eventual SpOck story, but I'd like to save that for sometime down the line. I will not disappoint.

4) I will be alternating Carol between Ms. Marvel and Captain Marvel, everyone who-like me-loves both costumes.

Now I want to ask: would you like to see Carol team up with Peter, or would you rather have her go it solo? I'm wondering for future chapters and would love to hear your opinion.

Next chapter coming soon! Until then, check out my other stories if you want. Until next time, readers.